Checklist: Running an effective board meeting (UK)

Introduction

This checklist suggests steps to help prepare for and run an effective board meeting. It is aimed at in-house lawyers and risk and compliance professionals who offer legal support to financial services clients; however, it could also be used by senior managers and board members of regulated financial services firms. The checklist offers a high-level overview of considerations around preparation, planning and essential board communications to provide direction in the context of the board meeting.

This checklist addresses the following steps:

1. Timing and attendance
2. Preparing for the board meeting
3. During the board meeting
4. After the board meeting

The checklist is presented as a list of requirements that you can tick off as they are addressed. At the end of the document there are explanatory notes and specific notes corresponding to the relevant step in the checklist.

This checklist can be used in conjunction with the following How-to guide: Corporate governance in financial services.

Step 1 – Timing and attendance

Step 2 – Preparing for the board meeting

Step 3 – During the board meeting

Step 4 – After the board meeting

Explanatory notes

Legal framework

An effective and well-organised board is extremely important to decision-making and a key component in the success of a firm. The most effective boards work collaboratively with leadership, hold them to account and are firmly focused on the operational strategy alongside mitigation of risk. Diversity in board members is encouraged across genders, ethnicities, ages and background to encourage consideration of wider viewpoints when decision-making. It is not enough for board members to ‘turn up’ – they should be fully engaged, and this engagement is critical to good governance. From the perspective of the Financial Conduct Authority (FCA), the board must have sufficient oversight to pick up on issues and make good judgments.

Boards are generally constituted of the CEO and executive leadership team including directors and senior managers who work for the firm. Some firms recruit independent non-executive directors (NEDs) with specific areas of expertise. These directors are not involved in day-to-day operations but provide oversight and strategic guidance regarding the company. Together this group of individuals constitute the board. Board meetings help the firm to reach agreement on important decisions and maintain checks and balances on firm-wide activity.

The conduct of board meetings (unlike general meetings of shareholders) is not regulated by provisions in the Companies Act 2006 (CA 2006), although CA 2006 does require minutes of board meetings to be kept and retained as evidence (see sections 248 and 249 CA 2006 respectively). How decisions are delegated and how board meetings are constituted are contained in the articles of association (articles), which are designed to protect shareholders and set out how a company is run. The articles also set out how directors should be appointed or removed from office and not all companies are the same. The articles should always be checked as different ‘model’ articles apply for private and public companies and sometimes firms create ‘bespoke’ articles. An alternative to holding a board meeting is where directors agree to proposals by way of written resolution, and the procedures for doing this are also set out in the articles but this is outside the scope of this checklist.

Regulated financial services firms are also subject to specific regulatory requirements alongside CA 2006. The UK Corporate Governance Code is maintained by the Financial Reporting Council (FRC) which is the UK’s independent regulator for auditors, accountants and actuaries. In July 2024, the FCA revised its Listing Rules, including the categories under which securities are listed on the Official List. As a result, there was a change in the companies required to follow the UK Corporate Governance Code. Previously, the Code applied to premium-listed companies. But now, companies which need to follow the Code include all companies listed in the commercial companies category or the closed-ended investment funds category. For further information, refer to the FCA consultation response.

The 2018 Governance Code was updated in January 2024 to the 2024 Governance Code. The 2024 Governance Code became effective from 1 January 2025, other than provision 29 on internal controls, which requires the board’s declaration of effectiveness, which will apply to financial years beginning on or after 1 January 2026. These revisions aim to strengthen corporate governance by enhancing board accountability, improving risk management practices and ensuring greater transparency in financial reporting. For further guidance see Corporate Governance Code Guidance 2024 and Key Changes to the UK Corporate Governance Code and the UK Corporate Governance Code 2024 mythbuster.

In addition, the Quoted Companies Alliance (QCA) corporate governance code sets out 10 key principles and practical guidance for good governance practices in smaller and mid-size quoted companies, and the Wates Corporate Principles for Large Private Companies which provide a framework of six principles (and incorporated guidance) to help large private companies enhance their corporate governance standards – see Who do the Wates Principles apply to?. One of these key principles is maintaining a balanced board with the right mix of skills to run effective meetings. Neither of these codes are considered in any more detail in this Checklist.

Authorised firms under Part 4A of the Financial Services and Markets Act 2000 (as amended) (FSMA) are expected to abide by minimum standards known as threshold conditions set out in Schedule 6 to FSMA to become and remain authorised. In addition, the FCA expects firms to abide by the FCA’s Principles for Business and follow the rules set out in the FCA Handbook. See FCA guidance for firms. These include provisions related to robust governance, having appropriate safeguards in place to mitigate risk, and ensuring that employees are ‘fit and proper’ and act with integrity. See Checklist: When does a firm need to be authorised by the FCA or the PRA. The senior management team will have to take reasonable steps to oversee compliance by virtue of the Senior Managers and Certification Regime.

Every FCA-authorised and regulated firm should have governance frameworks and internal controls in place to ensure that the board has access to the appropriate information on a regular basis. The board has a crucial role to play in providing oversight and input, and in ensuring alignment with the FCA rules and expectations. Firms could consider building a regular board update into a firm’s processes to keep the board updated between board meetings. This keeps the line of communication open between meetings too. See How-to guide: Corporate Governance in financial services.

From a regulatory standpoint, in SS5/16 Corporate governance: Board responsibilities (SS5/16), the PRA notes an effective board is one that:

• establishes a sustainable business model and a clear strategy consistent with that model;
• articulates and oversees a clear and measurable statement of risk appetite against which major business operations are actively assessed; and
• meets its regulatory obligations, is open with the regulators and sets a culture that supports prudent management.

This guidance in SS5/16 can be used as a point of reference for FCA-authorised and regulated firms.

There is no one-size-fits-all; for example, the board meeting of a small private firm will be different from a large corporate, which will be more complex and have more stringent compliance requirements. The FCA does not prescribe what a board meeting should look like. The secret to effective board meetings is planning, agreeing what is under discussion and recording how actions are being addressed and delivered.

Step 1 – Timing and attendance

1.1 Consider how often board meetings are to be held?

Meetings of private companies are commonly held on a quarterly basis; however, if an emergency arises or at times of rapid change, it may be necessary to call a special meeting at short notice. Although there is nothing set in law, the main criterion from a FCA perspective is that the board has sufficient oversight to pick up on issues effectively, make good judgments and meet regulatory requirements. It is useful to check whether there are any rules governing the timing of the meeting set out in the articles.

The Corporate Governance Code Guidance 2024 provides that boards should meet regularly ‘for the board to discharge its duties effectively and to allow adequate time for consideration of all the issues falling within its remit. Ensuring there is a formal schedule of matters reserved for its decision will assist the board’s planning and provide clarity’ (see provision 28). Also, provision 14 of the 2024 Governance Code outlines the annual report should set out the number of board and committee meetings and the attendance by each director.Running effective board meetings hinges on preparation – before, during and after a meeting. Board members should be provided with a schedule of pre-determined dates for the diary in advance. It is important to allocate sufficient time to allow focused discussions and allocating time to agenda items based on their ‘risk’ ratings may help with this. More routine items should be cleared and dealt with quickly. Setting up a schedule of meetings is also useful for the senior management team as it helps them to plan strategy, keep a watchful eye on progress of agreed action points and consider matters for the next meeting.

1.2 Consider the board meeting location

Consider the location of the board meeting. Is the firm’s principal place of business in the UK, off-site, or have board meetings moved to an online format? The FCA itself has moved to a hybrid working model. What if the firm has subsidiaries based overseas – should these representatives fly into the UK to attend the board meeting? This should be agreed in advance; however, if a firm is based in the UK, it is not unreasonable for directors to attend from overseas at least some of the time. This speaks to the culture of thehybrid working model and encourages face-to-face contact too.

The FCA are interested in governance standards where there are overseas parents and how this impacts the quality of debate at UK board level. Firms should be mindful how they will evidence decision-making; consider how this is managed to ensure there is no dilution of standards where an overseas parent may be leading on decision-making. The articles should be checked to ensure that they support virtual meetings, and if not, they should be amended to cover off how quorum (ie, the requisite number of directors required to allow the meeting to go ahead and for binding directors’ resolutions to be passed) and voting should be managed if people are in disparate locations. The required quorum for meetings is set out in the articles.

There is no prescribed notice period for board meetings, and normally the meeting can be called by the company secretary or a director. Subject to the articles, it is good practice to set out reasonable notice of the meeting as a reminder of date, time and where the meeting is taking place. It is generally considered best practice to do this in writing for the avoidance of doubt and to have a record of the actual notice given. Sometimes the articles may specify the preferred method of notice. Notice should be sent to all directors and attendees and even if the meeting is scheduled regularly, a reminder notice with the agenda as a prompt to attend helps to promote attendance and ensures all participants are aware of the matters to be discussed. Best practice is to check the articles to ensure that any specified procedural requirements are adhered to.

1.3 Confirm who is attending the board meeting

Directors attend the board meeting and on occasion the chair may invite non-directors (eg, compliance managers, finance and in-house legal representatives) to discuss a particular topic or where a certain level of expertise is required. External third-party consultants may be invited by the chair where a particular agenda item requires specialist input (eg, accountants or law firms). Heads of compliance and money laundering reporting officers (MLROs) hold important roles at financial services firms (see SMF 16 and 17 in the FCA Handbook) and are likely to routinely brief the board.

1.4 Confirm the chair for the meeting

Every board should have a chair, who has a primary role in setting the agenda and managing the board to act as a point of liaison between the CEO and senior executives. Sometimes firms rotate chairs. The method of appointment of the chair is normally set out in the articles. Regardless of the size of the firm, it is essential to ensure that the chair is the right person for the job. The chair has the primary role of steering the meeting, guiding discussions, managing voting and providing a summary of decisions made. The chair must have high personal standards of integrity, lead without dominating and know what to prioritise to act in the best interests of the firm. The board chair also coordinates and oversees committees which in larger firms are set up to delegate specific functions (eg, risk and audit or HR). The chair will also liaise with committee members to consider how decisions should be recorded and relayed to the board.

The chair will control meeting procedures and if the agenda is unusually complex may consider whether to hold a pre-meeting with senior managers or NEDs. This will help streamline approach and to consider what supporting documents should be added to the board pack.

The 2024 Governance Code (provision 14) sets out that the chair has ‘a key role to play in representing the company to its key stakeholders and is encouraged to report personally in the annual report about board leadership and effectiveness’.

To know about more about the unique skills a chair ought to possess, please see the FRC’s report: Board Diversity and Effectiveness in FTSE350 Companies.

Step 2 – Preparing for the board meeting

2.1 Prepare board agenda and assemble board pack

Board packs are the main ‘briefing’ documents and reports prepared in advance for board members. Depending on the meeting agenda, board packs may include information from across many strands of the business. Board packs should include key information such as minutes and updates from the last meeting, financial reports, management information (MI) and supporting documents and any ‘new’ information that requires review (in line with the agenda).

Board packs must be concise, clear and written in ‘plain English’ – firms are advised to adopt a sensible approach and not provide reams of unnecessary content.

A well-assembled board pack sets the correct ‘tone’ to inform and challenge strategic decision-making. Staff contributing information to the board pack should ensure that it is relevant, easy to digest, accurate and directly related to the agenda item. Distribution of digital ‘paperless’ packs via a board portal can create efficiencies and save time provided firms have the appropriate systems and controls in place and staff are trained to use them properly. Ultimately, board packs should benefit not burden board members and encourage meaningful discussion. Think about what and why particular information is being provided to the board and what are the key decisions that can be taken because of discussions.

If board packs are of poor quality, this should be raised and escalated with the chair. Poor-quality board packs will lead to frustration, so coherence in layout and structure is critical. Firms could include a table of contents, projected timings for discussion points and cross-reference (and provide) supporting evidence (including management information (MI) see 2.2 below). NEDs who are not involved in the day-to-day operations of the firm could be invited to pre-meetings to allow discussion of issues and provide clarity or at a minimum be provided with additional briefing papers, particularly in high-risk exposure areas.

2.2 Consider level of management information (MI) required

The FCA expects to see management information (MI) that is active rather than merely reactive (ie, it addresses future risks as well as dealing with only known problems). See FCA webpage – Management information. MI should be of a consistently high standard and ‘robust’ to withstand challenge. MI can come in many different forms, but it needs to be timely and of good quality to inform the board. MI to be included in the board pack will vary from firm to firm but includes key performance indicators (KPIs), key risk indicators (KRIs) and risk matrices that the firm are tracking. Providing an old spreadsheet from someone that has left the business or using complicated language is not helpful. The board need to be satisfied that the correct procedures are in place and that internal systems and controls are working, so consider how the business can evidence this and the reporting processes and work to keep them under review.

Having the right MI is essential for firms and MI will be the focus of regulatory oversight so consider what the regulator wants to focus on. See Treating customers fairly – guide to management information which provides hints and tips, along with examples of good and poor practice. If the FCA is not satisfied with the quality of the MI, this will make the firm look disorganised and senior managers have a responsibility to ensure that the information provided is ‘fit for purpose’. This is particularly important given heightened FCA focus on the protection of consumers with the Consumer Duty and focus on customers with characteristics of vulnerability. See How-to guide: FCA’s Consumer Duty: putting the needs of customers first and Checklist: Embedding the Consumer Duty: practical considerations.

2.3 Distribute all paperwork to the board

Board papers should be distributed in advance of the meeting. Often papers are distributed at least five working days in advance; however, best practice indicates that provision of the papers at least seven to ten days in advance allows for more thorough preparation. If the proposed meeting date does not work, reschedule the meeting. Board members need to be in attendance and be given enough time to prepare. Board members should go through the packs thoroughly and diligently and ask questions or raise queries if they consider there are gaps. It may be prudent to draft terms of reference for board members and undertake annual board member evaluations with reference to the expectations required. See Corporate Governance Institute: A guide to creating a board pack.

Step 3 – During the board meeting

3.1 Agree who is taking minutes

It is critical for the board to consider who should take minutes. Minutes record that the meeting took place, evidence decision-making (should the FCA ever seek evidence on the governance of the firm) and set a timeline of actions and deliverables. Records of board meetings can also serve as evidence in the event of disputes or litigation so it is important to ensure they are accurate. There is a risk of not capturing detail sufficiently where someone is engaging in discussions and taking minutes spontaneously. The minutes keep an accurate record of the meeting, note any declared conflicts of interest setting out decisions and resolutions in writing. Provision 31 of the Corporate Governance Code Guidance provides that for significant decisions, a board may wish to consider extra steps, for example: ensuring that board minutes document the discussion that led to the decision, including the issues raised and the reasons for the decision. See ICSA – (now known as the Chartered Governance Institute) - Guidance note – Minute Taking.

Directors of listed companies raising concerns about how decisions are being taken or in relation to a particular approach should ensure that this is recorded in the minutes. See provision 8 of 2018 Governance Code and 2024 Governance Code respectively.

Following meeting procedure and taking minutes of board actions requires diverse skills. Appointing a company secretary or delegating the task requires an individual with the correct blend of organisational skills and notetaking proficiency. The individual appointed should have the necessary boardroom experience and understand the remit and responsibility of their role.

3.2 Consider whether AI will be used in transcription

This is a practical consideration for the board. Using AI software may enhance efficiency where the meetings are recorded, transcribed and manually reviewed by the company secretary and redrafted as required. Using AI for recording raises important ethical and regulatory questions (eg, whether applications involve processing of personal data or create cybersecurity risks). AI must be used by firms in a responsible and transparent manner (eg, risk management and controls set out in the Senior Management Arrangements, Systems and Controls Sourcebook (SYSC) in the FCA Handbook will be relevant). Firms should consider which senior management function should have responsibility for AI and ensure that staff using AI technology have the appropriate training and education to do so.

Following a recent AI update from the FCA, firms using AI should be able to explain their use of AI and how risks associated with its deployment have been identified, assessed and managed. This may include introducing a responsible AI use policy to ensure the safe and responsible deployment and adoption of AI. See FCA research note on AI’s role in credit decisions which provides useful guidance on the concept of AI explainability and the value of testing accompanying materials that may be provided to consumers.

See How-to guide: Corporate governance in financial services.

3.3 Consider setting a time limit for the board meeting

The duration of the meeting will depend on the complexity of the issues under discussion and the number of items on the agenda. Typically, board meetings should last around two to three hours per meeting. Smaller firms may have shorter meetings; however, where critical decisions or strategic planning is involved, adequate time must be afforded to allow focused discussion regardless of firm size. Longer meetings can be inefficient with people going off on a tangent – it is the role of the chair to ensure that ‘discussion creep’ or talking for the sake of talking is controlled and managed. The chair must manage the time, when the meeting starts and ends, and ensure that the board arrives at conclusions and decisions with follow-up actions recorded in the minutes.

Step 4 – After the board meeting

4.1 Distribute minutes

The board minutes serve as the official record of the meeting and form an integral part of evidencing legal and regulatory compliance. The minutes detail the board’s actions and considerations in connection with the board agenda and can be used to inform those who were not able to attend the meeting. The level of detail should reflect the complexity and importance of the matter. Minutes should be distributed for consideration and comment (eg, where tasks and actions are delegated to a particular individual ensure that this is what was agreed). The chair has ultimate sign-off for the minutes to be circulated for comment and tabled for approval at the next board meeting.

It is important that the firm has a protocol in place for the approval of board minutes and how approved minutes (and any supporting documents) should be retained. It is a requirement at law that minutes are kept for ten years from the date of the meeting. See section 248(2) CA 2006. Minutes serve as legal protection that the meeting has taken place and provide evidence of compliance for the board and the firm. They may be kept in paper or electronic form and it is worth checking whether the articles address this.

4.2 Consider data collection from committee meetings (if relevant)

Where the board has committees to which it delegates certain functions, processes need to be established to ensure that the board is kept informed of all proceedings at the committee meetings. Larger corporate groups often establish committees with specialisms (eg, risk and audit committee or remuneration committees) whol need to provide the board with detailed output briefing papers. Some firms choose to send full minutes and all supporting evidence to the board, whilst others prefer to send a summary of the committee meeting to the board. Under the 2024 Governance Code, no one other than the committee chair and members must be entitled to be present at a meeting, unless at the invitation of the committee (Provision 93) – see Good practice guidance for the successful management of board committees (Corporate Governance Code Guidance).

From a governance perspective, firms need to consider the role of the committee, the terminology used and the most effective communication methods for onward distribution. Committees need to have the expertise and diversity to deal with the matters under consideration, and people on the sub-committees should ideally not be board members to keep discussions at arm’s length and to provide another layer of oversight and challenge. The right people need to be in the right roles whether that is sitting on committees or boards.

Additional resources

Institute of Directors

Effective board meetings

PRA

SS5/16 Corporate governance: Board responsibilities

Chartered Governance Institute UK & Ireland

Directors’ general duties under the Companies Act 2006
Guidance notes – Minute Taking

Financial Reporting Council

Good practice guide for company meetings 
Corporate governance (overview)

Related Lexology Pro content

How-to guides:

Corporate governance in financial services 
FCA’s Consumer Duty: putting the needs of customers first

Checklists:

Embedding the Consumer Duty: practical considerations 
When does a firm need to be authorised by the FCA or the PRA 

This practical resource is derived from an MBL Seminars seminar, delivered by Julie Ampadu of Chameleon Compliance Ltd.

MBL, now part of Law Business Research and a sister brand to Lexology, is a leading learning and development provider for professional service firms.

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